Machina
by Stardust Tradewind
Summary: Beacon and Vale have fallen to a new, unknown enemy and Team RWBY has been forced to flee from the lives they once knew. With nothing to go on but their own wits and skills, will they survive the dangerous world that lies ahead of them, or will they fall with the kingdoms? Who is this new enemy, and why do they where the face of an old friend?
1. Chapter 1

**Disclaimer:** **I do not own RWBY or any of the characters associated with it.**

* * *

 **Chapter 1: Panic**

* * *

"For you were made from dust..."

* * *

Ruby was awoken that night by the sound of an explosion from the city.

"What was that?" Ruby asked panicked.

"Ruby," Yang moaned sleepily, "It was probably just some kid setting off fireworks because of the Vytal Festival. Go back to sleep."

Another explosion rang off in the distance.

"Well whatever it is," Weiss started angrily, "it is disturbing my beauty rest!"

Zwei began to bark at the sound of the third explosion and Blake peaked behind the curtains to look out at the city. Her heart sake and her breath left her.

"That wasn't fireworks," Blake said.

The other girls shot up out of bed and opened the curtains. In the distance, they could see fires burning in the city. A flash went off and a fourth explosion sung like a bell of destruction. A tall building shook and its burning silhouette fell out of sight.

"Get dress..." Ruby's voice cracked with fear. She took a deep breath and spoke again. "Get dressed! We have to go down there and help!"

Team RWBY scurried about: dressing in their hunting attire, gathering their weapons, and mentally preparing themselves for the battle ahead. Each one of them worried about the enemy they could be facing off against.

 _A Grimm invasion..._ Ruby wondered.

 _Some sort of riot..._ Weiss thought.

 _It could be the White Fang... And Adam..._ Fear made Blake's stomach flip.

 _Maybe an enemy we've never faced before_... Yang worried.

The school intercom system sprung to life with a shrill ring that made their ears hurt

 _"Attention students,"_ the voice was easily recognizable as Ozpin, _"we are currently in a state of emergency."_

"Alright," Yang said, more relieved than happy.

Yang knew Ozpin was a famed Huntsmen, he must have seen a fair share of battle and she knew he could lead them to victory.

 _"Therefore,"_ Ozpin continued, _"all students must gather whatever belongs they can and proceed to transport ships immediately."_

"H-He's having us… Run away...?" Ruby spoke.

 _"I understand that some of you may wish to go to the city, you want to help the citizens and protect the kingdom, but I can assure you, you are not yet ready to face an enemy like this."_

None of them spoke, but all of Team RWBY felt that the others were just as scared as themself.

 _"You must escape as quickly as you can. Do not look back. Do not attempt to be a hero. You must survive to ensure that Beacon will still have hope. Stay with your teams, follow your instincts, and run..."_

The intercom shut off but none of the girls moved for a moment. In the halls they could hear students running, panicked voices, and doors swinging open. Ruby was the first to move again. She ran to her and began filling it with food, ammo for her Crescent Rose, and finally stuffed Zwei into the back.

"Get whatever you need," Ruby ordered. "Food, water, medicine, and anything else. I don't think we'll be coming back to Beacon for a long time."

The other girls adhered to her advice and began filling their own bags. Weiss grabbed medicine, water, and as many cartridges and vials of dust as she could fit. Blake packed in some dried fish and meat that she had kept to eat while reading, cloth and ribbons that used as bandages, and a handful of books. Yang filled her back with as much canned food as possible, both the team's and Zwei's, she loaded extra ammo belts, and a picture of their team for good luck. When they were all set, Ruby opened the door and they joined in with the crowd of students charging down the halls.

"Hold hands," Ruby ordered.

"Excuse me?" Weiss asked.

"We don't want to get separated in the crowd," Ruby explained. "Ozpin ordered for the teams to stick together."

"Fine," Weiss said taking her hand.

Blake and Yang joined hands and then Blake clasped on to Weiss. Weiss could feel Ruby's hand tighten against her own. She looked forward to her partner, but Ruby never turned around to look at her. She did not need to see Ruby's face to know what she was feeling though, Ruby was scared. They all were scared. Weiss gripped back reassuringly, letting Ruby know she was right there with her.

As they stepped outside the crowd began to split apart, making more room for them to move.

"Everyone please more in an orderly fashion," commanded Oobleck, whose coffee fueled speed made him seem the most panicked. "The transport ships will be moving out posthaste. Board as many as you can into a single ship; we have very little time and so many students."

Jaune and Team JNPR stepped out of the crowd to speak to him.

"Professor Oobleck," Jaune started.

"Doctor!" Oobleck correct.

"Right. Doctor Oobleck, what's going on?"

"I'm afraid that the city has come under attack ma'boy."

"I think Jaune means what is attacking?" Pyrrha spoke up.

"I'm not currently at liberty to discuss that issue with you students. I was only ordered to get you safely aboard the transport ships and have you escape."

"But..." Jaune tried to speak up.

"No buts Mr. Arc! You are the leader of you team, yes?"

"Yes."

"Then concern yourself with the safety of your team first and foremost. Do I make myself clear?"

"Yes sir."

"Doctor."

"Yes Doctor."

"Good. Then get a move on."

"Jaune! Guys! Over here!" Yang called out to them.

Team JNPR moved over to meet with Team RWBY.

"So do you guys have any clue what's going on?" Nora asked.

"No," Blake spoke up. "We were hoping you got some information out of Oobleck."

"He told us he wasn't 'at liberty' to discuss that with us," Ren pointed out.

"Right now we just need to concern ourselves with getting aboard one of those airships," Ruby stated.

"Ruby's right," Pyrrha added in. "Once we are safely away from here we can try to figure out what's going on."

The two teams agreed and moved forward to board one of the airships.

"Move it losers!" Cardin said pushing them aside.

Team CRDL followed closely behind him and boarded the airship.

"Hey!" Weiss yelled. "We were about to board!"

"Well too bad!" Cardin responded. "I'm getting the hell out of here!"

RWBY and JNPR continued up the boarding plank till a guard stopped them.

"We can't take any more passengers on here," he said. "You'll have to find another ship."

"Damn," Yang said as they stepped down. "This just gets worse and worse."

The two teams stepped away as the ship closed up and lifted into the air. They watched as it slowly moved away from the landing zone and, with a flash of light, fell in a fiery heap. They never saw it hit the ground, but the students knew it was gone when they heard the crash below the cliffs' edge. Everyone was frozen only for a moment before they screamed and ran the opposite direction.

Blake looked back once and saw what had shot down the ship, climbing over the cliff: a Spider Droid. It was the same model droid that she and Adam had fought when they attacked the Schnee company train. Its arms began to reconstruct and form a single, large cannon before charging up for its shot.

"Move!" Blake yelled.

Team RWBY and Team JNPR moved to opposite sides as the droid opened fire. The statue of the Huntsmen and Huntresses that decorated the courtyard was left as nothing but a pile of rubble, but the teams did not have time to stop and mourn the loss of one of their school's beautiful land marks. Instead they continued running, neither noticing that they were no longer with the other team and instead continued unknowingly dividing themselves further apart.

Team RWBY stopped running when they reached the fountain and instead hid in a small patch of trees.

"What was that thing?" Yang asked.

"A Spider Droid," Blake answered. "Last time I saw one it was guarding a Schnee cargo train."

"Are you suggesting my family is behind this?"

"I don't know, Weiss. Why don't you tell me if they are or not?"

"What are you implying!?"

"I'm not implying anything!?"

"Calm down!" Ruby barked.

Weiss, Blake, and Yang jumped back at Ruby's sudden outburst.

"I know we're all stress and scared," Ruby said. "That's why we can't fight like this right now."

"Ruby's right you guys," Yang said, putting her hand on Weiss and Blake's shoulders. "We can get away from here if we run to the Forest of Forever Fall. I'm certain other students and teachers will be heading there after that attack."

"Let's sneak around the back of the school and..."

Ruby took notice of an orange haired figure in the distance.

"Penny!"

She ran as fast as she could to her friend. Penny turned to look at her, her eyes glowing red, scanning up and down Ruby's body.

"Penny?"

For a moment, Penny's eyes gleamed green.

"Ruby..."

With that one word, her eyes shifted back to red and her blades unfolded.

"P-Penny..."

"Target confirmed. Now eliminating."

"Ruby!" She could hear the voices call to her as Penny's blades lunged forward.

* * *

 **So there was chapter one. It's been a long time since I wrote any fanfics and this is my first RWBY one so let's so how this goes. Hope you all enjoy and if you don't please let me know what so I can try to fix up the problems. Thanks**


	2. Chapter 2

**Disclaimer:** I do not own RWBY or any of the characters from the main story itself.

* * *

 **Chapter 2: Run**

* * *

"Target confirmed. Now eliminating."

"Ruby!" She could hear the voices call to her as Penny's blades lunged forward.

"Get down!"

Ruby felt a strong hand grab her shoulder and throw her away from Penny. Metal scrapped against metal as Qrow deflected each of Penny's blades with a single stroke of his sword. The blades retreated back, as Penny's crimson eyes scanned the new threat before her.

"New target located. Confirming Qrow Branwen as priority target."

Penny's blades shuffled themselves like a deck of cards, their cold steel tips pointing to Qrow like accusing fingers.

"Now eliminating."

Ruby could hear Penny speak, but it was not the Penny she knew. Her voice was the same but the way she spoke was mechanical and emotionless. She was not the girl who so desperately wanted to be Ruby's friend. She was someone else, something else wearing the skin of the old Penny.

"Run!" Qrow yelled.

"Uncle Qrow," Ruby started. "Please don't hurt her! She's my friend!"

The gears in his weapon whirled and hissed as the blade curved and the shaft extended to form a large, heavy scythe. Penny's blades danced around him on their wires. He match their rhythm with every swing and step he took, an iron waltz between weapons. Penny moved in close to Qrow before he swung the hilt and batted the girl away like a rag doll.

"I said run, damn it!"

"Ruby!" Yang took her arm and started pulling. "We have to go."

"But what about Uncle Qrow, and Penny?"

"He'll be fine. He's one of the best Huntsmen ever, right?"

Yang pulled with all the strength she could muster till Ruby stopped resisting and ran with her towards the forest.

Ruby could still hear the screams of battle behind her and looked back over her shoulder. She felt her eyes watering at the sight: the girl she had once called her friend and her beloved uncle, their blades at one another's throats.

"Ozpin said not to look back," Yang reminded her.

Ruby watched Qrow knock Penny to the ground once more before turning her teary eyes away from the scene.

* * *

Blake and Weiss ran ahead when Qrow ordered.

Blake could still hear the explosions in the distance no matter how much she tried to ignore them. She forced herself to listen for Yang and Ruby's footsteps behind them, wishing that the sound of her friends behind her would make her deaf to the chaos they were trying to escape.

"Weiss. We need to slow down so Ruby and Yang can catch up with us."

"What if something else catches up with us first?"

"There's nothing else approaching right now."

"How can you..."

Blake shot her a dull look and twitched her ears back and forth under her bow.

"Right. Almost forgot about those."

They slowed their pace and eventually came to a stop at a cliff side.

"What do we do now?" Weiss asked.

"We should wait for Yang and Ruby. Then we climb down from..."

"Gangway!"

Ruby and Yang came darting out of the patch of trees too quickly and rammed straight into Blake and Weiss. Weiss lost her footing and tumbled off the cliff with Ruby clinging to her waist. Blake and Yang flew several feet away from the cliff side from the force of the impact.

"Hiya, partner," Yang said as they fell.

Weiss quickly drew Myrtenaster and formed a glyph to slow their fall. Blake drew her Gambol Shroud and tossed the sickle end into the face of the cliff. She and Yang slid down the ribbon and landed safely. Weiss gracefully set foot on the ground with Ruby in her arms like a bride.

"My hero!" Ruby cried hugging Weiss.

Weiss pulled her arms out from under Ruby and let her fall to the ground with a thud.

"Ow..." Ruby stood up rubbing her sore butt.

"Great!" Yang perked up. "Gangs all here."

She looked around the vast darkness of the forest hearing rustling leaves and the howls of far off Beowolves.

"Now what?"

"We should keep moving for now," Blake suggested. "A few hours distance between us and the school should keep us safe. Once we're a good distance away we can find shelter."

"As team leader I completely agree! We'll stick with Blake's plan!"

"But wait! Shouldn't we..."

The other three took off further into the forest leaving Weiss behind.

"Come on Weiss!" Yang called back. "Hurry up!"

"Fine," Weiss sighed.

A stroll through the Forest of Forever Fall would usually be something each one of the girls enjoyed, but the beauty of the scarlet leaves felt dull and the usually sweet, crisp smell of the forest was soured. The night air was heavy and the cool winds of autumn brushed against their skin, sending chills up their spines. In the dark there was something lurking, like the trees had eyes, watching and would wait until one would fall away from the rest before devouring them whole. The only protection they had from the creeping darkness was the light of the shattered moon and each other.

They trekked on for hours, stopping only a handful of times to kill a cluster of Grimm that stood in their way or to catch their breath a moment. As the first light of dawn crept through the canopy of the trees, the girls felt the weight of the sleepless night pressing down on them.

"I'm beat you guys," Ruby whined.

"I'm starting to feel a little tired too," Yang agreed.

"Then... It's settled..." Ruby huffed breathlessly. "We stop... And make camp here..."

"Where are we supposed to camp though?" Weiss asked. "We can't just sleep out here in the middle of the woods. Grimm might attack us."

Blake's ears twitched under her bow, tuning in to the calm, rolling whisper at the edge of the forest.

"Do you guys hear that?" She asked.

"Hear what?"

Blake wandered toward an opening among the trees, beyond which, lay the vast blue ocean stretch out to horizon. Waves crashed against the sandy shores and rocky cliff sides.

"It's beautiful," Ruby's eyes glimmered as she breathed in the salty air.

"We lived in a coastal city," Weiss pointed out. "Shouldn't you be used to this?"

"Yea but that's the city," Ruby said stepping out onto the sand. "This is just nature. No docks, no harbor, no smelly fish market."

"I didn't mind it," Blake added.

"Hey guys," Yang pointed down the shoreline. "Do you see what I see?"

Further down stood the brown rock wall of a cliff side, with a dark hole borrowed into it. The girls wandered into the cave, using a dust crystal to light the way. The cave only went back into the wall of earth a few yards where it reached a dead end. The cave smelled of long dried salt and the walls echoed the muffled song of the sea. It was dark, with only a few rays of the sun light reaching in from the entrance. It felt as though the eyes that had watched them throughout the night could no longer see them.

"This place is perfect," Ruby said cheerfully. "No Grimm, dark enough to make it easy to fall asleep, and far enough away from the water so high tide won't sneak up on us. We make camp here for the night. Or is it day…? Either way, we'll rest here."

"And what do we do after that?" Weiss asked impatiently.

"Don't worry about that right now," Yang yawned.

"We can discuss a plan once we're rested."

The weight Blake's hand felt comforting on Weiss shoulder.

Weiss could see the dark, heavy bags forming under Blake's eyes. She had not seen Blake that way since the days leading up to the dance, when she refused to take a break from searching for the White Fang.

"Then it's settled!" Ruby said throwing her bag down. "Let's get some sleep."

The bag thudded against the ground and a yelp echoed against the cave walls.

"What was that?" Yang asked shot up from where she sat on the ground.

They shined the light around the dark edges of the cave, searching for the source of the noise. Ruby's bag began to rustle before a tiny, furry creature wrestled its way out.

"Zwei!" Ruby took the pup in her arms and held him close. "I'm so sorry I forgot you were in there."

Zwei happily barked in response, cuddling his face into Ruby's neck.

"Great..." Blake slowly backed away. "I'm just going sleep over here... Please keep him with you..."

They spread their sleeping mats out on the dark cave floor and lay themselves down. Ruby and Yang lay close together with Zwei curled up between them. Blake lay at the far end of the cave, her sleeping form partial bathed in the warm sunlight. Weiss lay in the dark alone, feeling empty and confused, though she tried to sleep she could not force her mind to stop racing. She lay there for what felt like hours on end, waiting for something else to happen. Finally, the white noise of the sea lulled her into a restless sleep.

* * *

Alright, so that was chapter two. I apologize if it seems very short. I am going to attempt to lengthen the chapters more to get more content in but at times my minimalist nature makes writing more difficult

Couple notes:

1) I used a map of Remnant to try to understand the locations and found that the Forest of Forever fall is along the coastal region.

2) Two I apologize that I cannot capture the same energy and pace of the battles they have in the actual show. Writing detailed fight scenes is much more difficult when you are not using a form of visual medium to portray the heart pounding energy. I will attempt to remedy the issue and make the battle scenes a little more interesting in the future.

Also please be sure to leave me a comment in the reviews. Especially you who is reading this and absolutely hates the work, you I need most of all because having you creation broken and torn to shreds and then finding the good pieces and putting it back together is the only way I can improve this work so please people: tell me why you love or hate this, what you think needs improved upon, and tell me if I messed something up from the actual canon.


End file.
